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COMPANY SECRETARIAL & CORPORATE GOVERNANCE

Strategic Corporate Governance.
Beyond Compliance.

Under Section 235(2) of the Companies Act 2016, every company incorporated in Malaysia is required to appoint a qualified Company Secretary. Beyond statutory compliance, a well-managed secretarial function serves as a cornerstone of strategic governance rather than a simple administrative requirement.

Mega Corporate’s Company Secretarial team brings deep expertise in regulatory frameworks and corporate governance best practices. Operating with absolute integrity and confidentiality, our qualified advisors proactively flag risks, guide resolutions, and ensure that your board’s decisions are properly documented, defensible, and in alignment with applicable regulations set by the Companies Commission of Malaysia (SSM), Bursa Malaysia Securities Berhad, the Securities Commission Malaysia, the Malaysian Code on Corporate Governance, the Anti-Terrorism Financing and Proceeds of Unlawful Activities Act (AMLA), and other applicable legislation.

A Complete Corporate Services Ecosystem

Corporate Foundation

  • Business set-up advice and entity structuring
  • Company formation and incorporation
  • Provision of registered office address
  • Conversion of company status (e.g., private to public)

Governance & Advisory

  • Secretarial maintenance — board meetings, resolutions, statutory registers
  • Annual statutory compliance
  • Corporate advisory, compliance guidance, and business consultancy
  • Shareholders’ agreements and company constitution review
  • Removal/resignation workflows for directors and auditors

Restructuring, Capital & Cessation

  • Corporate restructuring
  • IPO readiness and flotation scheme advisory
  • Capital increase/reduction execution
  • Members’ / creditors’ voluntary winding up and deregistration advisory

Frequently Asked Questions

Do all companies in Malaysia need a company secretary?
Yes. Under the Companies Act 2016, every company incorporated in Malaysia is required to appoint at least one qualified company secretary within 30 days of incorporation. The secretary must be a member of a professional body prescribed by SSM or licensed by SSM.
A company secretary ensures the company complies with statutory and regulatory requirements, maintains statutory registers, prepares and files annual returns, organises board and shareholder meetings, keeps minutes and resolutions, and advises the board on corporate governance matters.
Simply reach out to our team via the contact form, email, or phone. We’ll guide you through onboarding, which includes a short consultation to understand your business needs, followed by engagement letter signing and a smooth handover if you’re switching from another provider.
Transitioning to a new corporate secretarial firm involves three key steps:
  • Notice to Incumbent: Check your existing agreement terms and formally serve notice to your current provider.
  • Exchange Information and Execute Documents: Supply your current secretary with your new provider’s details and have your directors sign the necessary board resolutions and compliance documents.
  • Lodge Updates and Handover: Allow 5 to 10 working days for the outgoing firm to finalize statutory records and transfer them to your new provider. Should you decide to appoint Mega Corporate, we will ensure a seamless transition of your company secretarial services.
Should you decide to appoint Mega Corporate, we will ensure a seamless transition of your company secretarial services.

Under the Companies Act 2016, you can incorporate several types of companies in Malaysia.

The most common business structures in Malaysia are

  • Private Limited Company (Sdn. Bhd.): A separate legal entity with limited liability, restricted to a maximum of 50 shareholders. Ideal for Small and Medium Entities and private businesses.
  • Public Limited Company (Bhd.):  Suitable for larger businesses that may wish to raise capital from the public or seek listing on Bursa Malaysia. Subject to higher governance standards.
  • Company Limited by Guarantee (CLBG): Typically used for non-profit organizations, associations, or charities, where members guarantee a nominal amount towards company liabilities rather than holding shares.
  • Limited Liability Partnership (LLP / PLT): Combines the internal flexibility of a traditional partnership with the limited liability of a company.
  • Sole Proprietorship / Partnership: Unincorporated business structures available exclusively to Malaysian citizens or permanent residents.

Our team can help you evaluate the best structure based on your business goals, ownership plans, and compliance requirements.

For most foreign investors, a Private Limited Company (Sdn. Bhd.) is the most appropriate structure because it protects personal assets through limited liability and offers access to local banking and tax incentives.
Other options that can be considered are:

  • Branch Office: An extension of the foreign parent company (not a separate legal entity). Suitable for entities fulfilling short-term contracts or foreign government projects.
  • Representative / Regional Office: An operational base set up purely to perform market research, coordination, or feasibility studies without engaging in direct commercial activities or revenue generation.

We have detailed the cost, advantages, and features of these options under Business Structure Option in Malaysia.

In most sectors, yes. A Malaysian Private Limited Company (Sdn. Bhd.), can be 100% foreign-owned, giving the foreign shareholder(s) full equity and control without needing a local partner. However, some key points to note are:

  • Sector restrictions apply: A limited number of regulated industries — including banking and finance, oil and gas, agriculture, education, wholesale and retail trade, and telecommunications — require a minimum level of local or Bumiputera equity participation, or specific regulatory approval, before foreign ownership is permitted.
  • A resident director is still required: Regardless of shareholding, every Sdn. Bhd. must have at least one director who is ordinarily resident in Malaysia (Section 196, Companies Act 2016). This director need not be a shareholder or a Malaysian citizen — a foreigner who is a permanent resident, or who holds a relevant long-term pass, can qualify — but many wholly foreign-owned companies appoint a locally based professional director to satisfy this requirement.
  • Paid-up capital in practice: The statutory minimum to incorporate is nominal. However, wholly foreign-owned companies are typically expected to hold higher paid-up capital to support Employment Pass applications, specific business licences (such as WRT licences), or sector-specific approvals.

Yes. Section 196 of the Companies Act 2016 requires every private company to have at least one director who is a natural person, is at least 18 years of age, ordinarily resides in Malaysia (does not have to be a Malaysian), and has a principal place of residence in Malaysia.

Mega Corporate can assist foreign entities with local resident director support services during the company setup phase if required.

Let Us Manage Your Governance, So You Can Focus on Growth

Speak with one of our qualified company secretaries to discuss your specific needs.